<PAGE>

                                                                     EXHIBIT 3.4

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                        Page
<S>                                                                                                     <C>

ARTICLE I - CORPORATE OFFICES........................................................................     1
 1.1  PRINCIPAL OFFICE...............................................................................     1
 1.2  OTHER OFFICES..................................................................................     1

ARTICLE II - MEETINGS OF SHAREHOLDERS................................................................     1
 2.1  PLACE OF MEETINGS..............................................................................     1
 2.2  ANNUAL MEETING.................................................................................     1
 2.3  SPECIAL MEETING................................................................................     1
 2.4  NOTICE OF SHAREHOLDERS' MEETINGS...............................................................     2
 2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...................................................     2
 2.6  QUOROM.........................................................................................     3
 2.7  ADJOURNED MEETING; NOTICE......................................................................     3
 2.8  VOTING.........................................................................................     3
 2.9  VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT..............................................     4
2.10  RECORD DATE FOR SHAREHOLDER NOTICE; VOTING.....................................................     4
2.11  PROXIES........................................................................................     4
2.12  INSPECTORS OF ELECTION.........................................................................     5
2.13  ADVANCE NOTICE OF SHAREHOLDER NOMINEES.........................................................     5
2.14  ADVANCE NOTICE OF SHAREHOLDER BUSINESS.........................................................     6

ARTICLE III - DIRECTORS..............................................................................     7
 3.1  POWERS.........................................................................................     7
 3.2  NUMBER OF DIRECTORS............................................................................     7
 3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS.......................................................     7
 3.4  RESIGNATION AND VACANCIES......................................................................     7
 3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE.......................................................     8
 3.6  REGULAR MEETINGS...............................................................................     8
 3.7  SPECIAL MEETINGS; NOTICE.......................................................................     8
 3.8  QUOROM.........................................................................................     9
 3.9  WAIVER OF NOTICE...............................................................................     9
3.10  ADJOURNMENT....................................................................................     9
3.11  NOTICE OF ADJOURNMENT..........................................................................     9
3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..............................................     9
3.13  FEES AND COMPENSATION OF DIRECTORS.............................................................     9
3.14  APPROVAL OF LOANS TO OFFICERS..................................................................    10

ARTICLE IV - COMMITTEES..............................................................................    10
 4.1  COMMITTEES OF DIRECTORS........................................................................    10
 4.2  MEETINGS AND ACTION OF COMMITTEES..............................................................    10

ARTICLE V - OFFICERS.................................................................................    11
 5.1  OFFICERS.......................................................................................    11
 5.2  ELECTION OF OFFICERS...........................................................................    11
 5.3  SUBORDINATE OFFICERS...........................................................................    11
 5.4  REMOVAL AND RESIGNATION OF OFFICERS............................................................    11
 5.5  VACANCIES IN OFFICES...........................................................................    12
 5.6  CHAIRMAN OF THE BOARD..........................................................................    12
 5.7  PRESIDENT......................................................................................    12
 5.8  VICE PRESIDENTS................................................................................    12
 5.9  SECRETARY......................................................................................    12
5.10  CHIEF FINANCIAL OFFICER........................................................................    13
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                     <C>
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.....................    13

 6.1  INDEMNIFICATION................................................................................    13
 6.2  PAYMENT OF EXPENSES IN ADVANCE.................................................................    13
 6.3  INDEMNITY NOT EXCLUSIVE........................................................................    13
 6.4  INSURANCE INDEMNIFICATION......................................................................    14
 6.5  CONFLICTS......................................................................................    14

ARTICLE VII - RECORDS AND REPORTS....................................................................    14
 7.1  MAINTENANCE AND INSPECTION OF SHARE REGISTER...................................................    14
 7.2  MAINTENANCE AND INSPECTION OF BYLAWS...........................................................    15
 7.3  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS..........................................    15
 7.4  INSPECTION BY DIRECTORS........................................................................    15
 7.5  ANNUAL REPORT TO SHAREHOLDERS; WAIVER..........................................................    15
 7.6  FINANCIAL STATEMENTS...........................................................................    16
 7.7  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................................................    16

ARTICLE VIII - GENERAL MATTERS.......................................................................    16
 8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING..........................................    16
 8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS......................................................    17
 8.3  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED..............................................    17
 8.4  CERTIFICATES FOR SHARES........................................................................    17
 8.5  LOST CERTIFICATES..............................................................................    17
 8.6  CONSTRUCTION; DEFINITIONS......................................................................    18

ARTICLE IX - AMENDMENTS..............................................................................    18
 9.1  AMENDMENT BY SHAREHOLDERS......................................................................    18
 9.2  AMENDMENT BY DIRECTORS.........................................................................    18
</TABLE>
<PAGE>

                                     BYLAWS
                                     ------

                                       OF
                                       --

                               VERTEL CORPORATION
                               ------------------


                                   ARTICLE I

                               CORPORATE OFFICES
                               -----------------

     1.1  PRINCIPAL OFFICE
          ----------------

     The board of directors shall fix the location of the principal executive
office of the corporation at a any place within or outside the State of
California.  If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.

     1.2  OTHER OFFICES
          -------------

     The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.


                                  ARTICLE II

                           MEETINGS OF SHAREHOLDERS
                           ------------------------

     2.1  PLACE OF MEETING

     Meetings of shareholders shall be held at any place within or outside the
State of California designated by the board of directors.  In the absence of any
such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.

     2.2  ANNUAL MEETING
          --------------

     The annual meeting of shareholders shall be held each year within 180 days
following the end of the fiscal year of the Corporation at a date and time
designated by the Board of Directors.  However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day.  At the meeting, directors shall be elected, and
any other proper business may be transacted.

     2.3  SPECIAL MEETING
          ---------------

     A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting.

     If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such

                                       1
<PAGE>

meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws,
that a meeting will be held at the time requested by the person or persons
calling the meeting, so long as that time is not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, then the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of shareholders called by action of the board
of directors may be held.

     2.4  NOTICE OF SHAREHOLDERS' MEETINGS
          --------------------------------

     All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent
by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor
more than sixty (60) days before the date of the meeting.  The notice shall
specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice , intends to present for action by the
shareholders (but, subject to the provisions of the next paragraph of this
Section 2.4, action may be taken on any matter properly brought before the
meeting pursuant to Section 2.15 of these bylaws.)  The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees who, at the time of the notice, the board intends to present for
election.

     If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, then the notice shall also state the general nature of that
proposal.

     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
          --------------------------------------------

     Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only if
the corporation has outstanding shares held of record by five hundred (500) or
more persons (determined as provided in Section 605 of the Code) on the record
date for the shareholders' meeting, or (iv) by telegraphic or other written
communication.  Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice.  If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located.  Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

     If  any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to the shareholder at
that address, then all future notices or reports shall be deemed to have been
duly given

                                       2
<PAGE>

without further mailing if the same shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one (1) year from the date of the giving of the
notice.

     An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

     2.6  QUORUM
          ------

     The presence in person or by proxy of the holders of a majority of shares
entitled to vote thereat constitutes a quorum for the transaction of business at
all meetings of shareholders.  The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

     2.7  ADJOURNED MEETING; NOTICE
          -------------------------

     Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy.  In the
absence of a quorum, no other business may be transacted at the meeting except
as provided in Section 2.6 of these bylaws.

     When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, then notice of the adjourned meeting shall be given.  Notice
of any such adjourned meeting shall be given to each shareholder of record
entitled to vote at the adjourned meeting in accordance with the provisions of
Section 2.4 and 2.5 of these bylaws.  At any adjourned meeting the corporation
may transact any business which might have been transacted at the original
meeting.

     2.8  VOTING
          ------
     The shareholders entitled to vote at any meeting of the shareholders shall
be determined in accordance with the provisions of Section 2.10 of these bylaws,
subject to the provisions of Section 702 through 704 of the Code (relating to
voting shares held by a fiduciary, in the name of a corporation or in joint
ownership).

     The shareholders' vote may be by voice vote or by ballot; provided,
                                                               --------
however, that any election for directors must be by ballot if demanded by any
-------
shareholder at the meeting and before the voting has begun.

     Except as provided in the last paragraph of this Section 2.8, or as may be
otherwise provided in the articles of incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the shareholders.  Any shareholder entitled to vote on any matter may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or, except when the matter is the election of directors, may
vote them against the proposal, but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively

                                       3
<PAGE>

presumed that the shareholder's approving vote is with respect to all shares
which the shareholder is entitled to vote.

     If a quorum is present, the affirmative vote of the majority of the shares
represented and voting at a duly held meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number or a vote by classes is
required by the Code or by the articles of incorporation.

     2.9  VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT
          -------------------------------------------------

     The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though they
had been taken at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof.  The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
or approval shall state the general nature of the proposal. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened.  Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the Code to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.

     2.10  RECORD DATE FOR SHAREHOLDER NOTICE; VOTING
           ------------------------------------------

     For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting, and in such event only shareholders of record on
the date so fixed are entitled to notice and to vote, notwithstanding any
transfer or any share on the books of the corporation after the record date,
except as otherwise provided in the Code.  If the board of directors does not so
fix a record date, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.  The record date for any other purpose
shall be as provided in Article VIII of these bylaws.

     2.11  PROXIES
           -------

     Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the secretary of the
corporation.  A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the shareholder or the shareholder's attorney-in-fact.  A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) the person who executed the proxy
revokes it prior to the time of voting by subsequent proxy and representing it
to the meeting or by voting in person

                                       4
<PAGE>

at the meeting, or (ii) written notice of the death or incapacity of the maker
of that proxy is received by the corporation before the vote pursuant to that
proxy is counted; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy, unless otherwise
provided in the proxy. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Sections
705(e) and 705(f) of the Code.

     2.12  INSPECTORS OF ELECTION
           ----------------------

     Before any meeting of shareholders, the board of directors may appoint an
inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any shareholder or a shareholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting.  The
number of inspectors shall be either one (1) or three (3).  If inspectors are
appointed at a meeting pursuant to the request of one (1) or more shareholders
or proxies, then the holders of a majority of shares or their proxies present at
the meeting shall determine whether one (1) or three (3) inspectors are to be
appointed.  If any person appointed as inspector fails to appear or fails or
refuses to act, then the chairman of the meeting may, and upon the request of
any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

     Such inspectors shall'

          (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies,

          (b)  receive  votes, ballots or consents:

          (c)  hear and determine all challenges and questions in any way
arising in connection with the right to vote;

          (d)  count and tabulate all votes or consents

          (e)  determine when the polls shall close:

          (f)  determine the result; and

          (g)  do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.


     2.13  ADVANCE NOTICE OF SHAREHOLDER NOMINEES
           --------------------------------------

     Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of shareholders by or at the direction of
the board of directors or by any shareholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this Section.  Such nominations, other than those made
by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation.  To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than twenty (20) days
nor more than sixty (60) days prior to the meeting; provided, however, that in
                                                    ------------------
the event less than thirty (30) days notice or prior public disclosure of

                                       5
<PAGE>

the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth (a) as to each person, if any, whom the shareholder
proposes to nominate for election or re-election as a director: (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the corporation which are beneficially owned by such person, (iv) any other
information relating to such person that is required by law to be disclosed in
solicitations of proxies for election of directors, and (v) such person's
written consent to being named as a nominee and to serving as a director if
elected; and (b) as to the shareholder giving the notice: (i) the name and
address, as they appear on the corporation's books, of such shareholder, and
(ii) the class and number of shares of the corporation which are beneficially
owned by such shareholder, and (iii) a description of all arrangements or
understandings between such shareholder and each nominee and any other person or
persons (naming such person or persons) relating to the nomination. At the
request of the board of directors any person nominated by the Board for election
as a director shall furnish to the secretary of the corporation that information
required to be set forth in the shareholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set forth
in this Section. The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these bylaws, and if he should so
determine, he shall so declare at the meeting and the defective nomination shall
be disregarded.

     2.14  ADVANCE NOTICE OF SHAREHOLDER BUSINESS
           --------------------------------------

     At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be: (a) as specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the board of Directors, or (c) otherwise properly brought
before the meeting  by a shareholder.  Business to be brought before an annual
meeting by a shareholder shall not be considered properly brought if the
shareholder has not given timely notice thereof in writing to the secretary of
the corporation.  To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than twenty (20) nor more than sixty (60) days prior to the meeting

provided, however, that in the event that less than thirty (30) days notice or
-------------------
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made.  A shareholder's notice to the secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting: (i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address of the shareholder proposing such business,  (iii) the
class and number of shares of the corporation which are beneficially owned by
the shareholder, (iv) any material interest of the shareholder in such business,
and (v) any other information that is required by law to be provided by the
shareholder in his capacity as a proponent of a shareholder proposal.  Not
withstanding anything in these bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section.  The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section, and, if he should so determine, he shall so declare at the meeting that
any such business not properly brought before the meeting shall not be
transacted.

                                       6
<PAGE>

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     3.1  POWERS
          ------

     Subject to the provisions of the Code and any limitations in the articles
of incorporation and these bylaws relating to action required to be approved by
the shareholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the board of directors.

     3.2  NUMBER OF DIRECTORS
          -------------------

     The number of directors of the corporation shall be not less than five (5)
nor more than nine (9).  The exact number of directors shall be seven (7) until
changed, within the limits specified above, by a bylaw amending this Section
3.2, duly adopted by the board of directors or by the shareholders,  The
indefinite number of directors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly adopted by the
vote of holders of a majority of the outstanding shares entitled to vote;
provided, however, that an amendment reducing the fixed number or the minimum
number of directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting are equal to more than sixteen and
two thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon.
No amendment may change the stated maximum number of authorized directors to a
number greater than two (2) times the stated minimum number of directors minus
one (1).  No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

     3.3  ELECTION AND TERM OF OFFICE OF DIRECTORS
          ----------------------------------------

     So long as the Company's Articles of Incorporation so provide, directors
shall be elected at each annual meeting of shareholders to hold office as
follows.  At the first annual meeting of shareholders held after September 10,
1994, one-half of the directors shall be elected for a term of two years and
one-half of the directors shall be elected for a term of one year.  If the
number of directors is not divisible by two, the extra director shall be elected
for a term of two years.  At subsequent annual meetings of shareholders, a
number of directors shall be elected equal to the number of directors with terms
expiring at the annual meeting.  Directors elected at each such annual meeting
shall be elected for a term expiring with the annual meeting of shareholders two
years thereafter.


     3.4  RESIGNATION AND VACANCIES
          -------------------------

     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors, unless the
notice specifies a later time for that resignation to become effective.  If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.

     Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote of
the shareholders or by court order may be filled only by the affirmative vote of
a majority of the shares represented and voting at a duly held meeting at which
a quorum is present (which

                                       7
<PAGE>

shares voting affirmatively also constitute a majority of the required quorum).
Each director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.

     A vacancy or vacancies in the board of directors shall be deemed to exist
(i) in the event of the death, resignation or removal of any director, (ii) if
the board of directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, (iii) if the authorized number of directors is increased, or (iv) if the
shareholders fail, at any meeting of shareholders at which any directors are
elected, to elect the number of directors to be elected at that meeting.

     The shareholders may elect a director or directors ay any time to fill any
vacancy or vacancies not filled by the directors.

     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE
          ----------------------------------------

     Regular meetings of the board of directors may be held at any place within
or outside the State of California that has been designated from time to time by
resolution of the board.  In the absence of such a designation, regular meetings
shall be held at the principal executive office of the corporation.  Special
meetings of the board may be held at any place within or outside the State of
California that has been designated in the notice of the meeting or, if not
stated in the notice or if there is no notice, at the principal executive office
of the corporation.

     Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

     3.6  REGULAR MEETINGS
          ----------------

     Regular meetings of the board of directors may be held without notice if
the times of such meetings are fixed by the board of directors.

     3.7  SPECIAL MEETINGS; NOTICE
          ------------------------

     Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation.  If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting.  If the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director.  The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation

                                       8
<PAGE>

     3.8  QUORUM
          ------

     A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 3.10
of these bylaws.  Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board directors, subject to this provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section 311 of
the Code (as to appointment of committees), Section 317 (e) of the Code (as to
indemnification of directors), the articles of incorporation, and other
applicable law.

     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by alleges a majority of the required quorum for that meeting.

     3.9  WAIVER OF NOTICE
          ----------------

     Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding this meeting or an approval of the
minutes thereof, whether before of after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors, All such waivers, consents, and approval shall be
filed with the corporate records or made part of this minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.

    3.10  ADJOURNMENT
          -----------

    A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.

    3.11  NOTICE OF ADJOURNMENT
          ---------------------

    Notice of the time and place of holding an adjourned meeting need not be
given unless the meeting is adjourned for more than twenty-four (24) hours. If
this meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.

    3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
           -------------------------------------------------

    Any action required or permitted to be taken by the board of directors may
be taken without a meeting, provided that all members of the board individually
or collectively consent in writing to that action.  Such action by written
consent shall have the same force and effect as a unanimous vote of the board of
directors.  Such written consent an any counterparts thereof shall be filed with
the minutes of the proceedings of the board.

    3.13  FEES AND COMPENSATION OF DIRECTORS
          ----------------------------------

    Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.13 shall not
be construed to preclude any director from serving the corporation

                                       9
<PAGE>

in any other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.

     3.14  APPROVAL OF LOANS TO OFFICERS
           -----------------------------

     The corporation may, upon the approval of the board of directors alone,
make loans of money or property to, or guarantee the obligations of, any officer
of the corporation or its parent or subsidiary, whether or not a director, or
adopt an employee benefit plan or plans authorizing such loans or guaranties
provided that (i) the board of directors determines that such a loan or guaranty
or plan may reasonably be expected to benefit the corporation, (ii) the
corporation has outstanding shares held of record by 100 or more persons
(determined as provided in Section 605 of the Code) on the date of approval by
the board of directors, and (iii) the approval of the board of directors is by a
vote sufficient without counting the vote of any interested director or
directors.

                                   ARTICLE IV

                                   COMMITTEES
                                   ----------

     4.1  COMMITTEES OF DIRECTORS
          -----------------------

     The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board.  The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors.  Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

          (a)  the approval of any action which, under the Code, also requires
shareholders' approval or approval of the outstanding shares;

          (b)  the filling of vacancies on the board of directors or in any
committee;

          (c)  the fixing of compensation of the directors for serving on the
board or any committee;

          (d)  the amendment or repeal of these bylaws or the adoption of new
bylaws;

          (e)  the amendment of repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;

          (f)  a distribution to the shareholders of the corporation, except at
a rate or in a periodic amount or within a price range determined by the board
of directors; or

          (g)  the appointment of any other committees of the board of directors
or the members of such committees.

     4.2  MEETINGS AND ACTION OF COMMITTEES
          ---------------------------------

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings), Section 3.6 (regular

                                       10
<PAGE>

meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice
of adjournment), and Section 3.12 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members provided, however, that the
                                                   --------  ---------
time of regular meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee, that special meetings
of committees may also be called by resolution of the board of directors, and
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these laws.


                                   ARTICLE V

                                   OFFICERS
                                   --------

     5.1  OFFICERS
          --------

     The officers of the corporation shall be a president, a secretary, and a
chief financial officer.  The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
5.3 of these bylaws.  Any number of offices may be held by the same person.

     5.2  ELECTION OF OFFICERS
          --------------------

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,
shall be chosen by the board, subject to the rights, if any, of an officer under
any contract of employment.

     5.3  SUBORDINATE OFFICERS
          --------------------

     The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

     5.4  REMOVAL AND RESIGNATION OF OFFICERS
          -----------------------------------

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any office upon whom
such power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective.  Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

                                       11
<PAGE>

     5.5  VACANCIES IN OFFICES
          --------------------

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

     5.6  CHAIRMAN OF THE BOARD
          ---------------------

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws.  If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

     5.7  PRESIDENT
          ---------

     Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation.  He
shall preside at all meetings of the shareholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors.  He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

     5.8  VICE PRESIDENTS
          ---------------

     In the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all the
duties of the president and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the president.  The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these bylaws, the
president or the chairman of the board.

     5.9  SECRETARY
          ---------

     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors and shareholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

                                       12
<PAGE>

     The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required to be given by law or by
these bylaws.  He shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by these bylaws.

     5.10  CHIEF FINANCIAL OFFICER.
           ------------------------

     The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares.  The books of account shall at all reasonable
times be open to inspection by any director.

     The chief financial officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the board of directors.  He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

                                   ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
               --------------------------------------------------
                                AND OTHER AGENTS
                                ----------------


     6.1  INDEMNIFICATION
          ---------------

     The corporation shall, to the maximum extent and in the manner permitted by
the Code, indemnify each of its directors, officers, employees and agents
against expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of the corporation.  For
purposes of this Article VI, a "director," "officer," "employee," or "agent" of
the corporation includes any person (i) who is or was a director, officer,
employee or agent of the corporation, (ii) who is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director or officer of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.

     6.2  PAYMENT OF EXPENSES IN ADVANCE
          ------------------------------

     Expenses incurred in defending any civil or criminal action or proceeding
for which indemnification is required pursuant to Section 6.1 shall be paid by
the corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the indemnified party to repay
such amount if it shall ultimately be determined that the indemnified party is
not entitled to be indemnified as authorized in this Article 6.

     6.3  INDEMNITY NOT EXCLUSIVE
          -----------------------

     The indemnification provided by this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders

                                       13
<PAGE>

or disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office, to the
extent that such additional rights to indemnification are authorized in the
Articles of Incorporation.

     6.4  INSURANCE INDEMNIFICATION
          -------------------------

     The corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against or incurred by such person in
such capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article 6.

    6.5  CONFLICTS
         ---------

    No indemnification or advance shall be made under this Article 6, except
where such indemnification or advance is mandated by law or the order, judgment
or decree of any court of competent jurisdiction, in any circumstances where it
appears:

         (a)  That is would be inconsistent with a provision of the Articles of
Incorporation, these bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of the action asserted in
the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or

         (b)  That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.


                                  ARTICLE VII

                              RECORDS AND REPORTS
                              -------------------

     7.1  MAINTENANCE AND INSPECTION OF SHARE REGISTER
          --------------------------------------------

     The corporation shall keep either at its principal executive office or at
the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the board of directors, a record of its shareholders
listing the names and addresses of all shareholders and the number and class of
shares held by each shareholder.

     A shareholder or shareholders of the corporation who holds at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of shareholders'
names, addresses, and shareholdings during usual business hours on five (5) days
prior written demand on the corporation, (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

                                       14
<PAGE>

     The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate.

     Any inspection and copying under this Section 7.1 may be made in person or
by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

     7.2  MAINTENANCE AND INSPECTION OF BYLAWS
          ------------------------------------

     The corporation shall keep at its principal executive office or, if its
principal executive office is not in the State of California, at its principal
business office in California the original or a copy of these bylaws as amended
to date, which bylaws shall be open to inspection by the shareholders at all
reasonable times during office hours.  If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, then the secretary shall, upon the
written request of any shareholder, furnish to that shareholder a copy of these
bylaws as amended to date.

     7.3  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
          -----------------------------------------------------

     The accounting books and records and minutes of proceedings of the
shareholders, of the board of directors, and any committee or committees of the
board of directors shall be kept at such place or places as are designated by
the board of directors or, in absence of such designation, at the principal
executive office of the corporation.  The minutes shall be kept in written form,
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.

     The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a purpose
reasonable related to the holder's interests as a shareholder or as the holder
of a voting trust certificate.  The inspection may be made in person or by an
agent or attorney and shall include the right to copy and make extracts.  Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

     7.4  INSPECTION BY DIRECTORS
          -----------------------

     Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind as well as the physical
properties of the corporation and each of its subsidiary corporations.  Such
inspection by a director may be made in person or by and agent or attorney.  The
right of inspection includes the right to copy and make extracts of documents.

     7.5  ANNUAL REPORT TO SHAREHOLDERS; WAIVER
          -------------------------------------

     The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year adopted by the corporation.  Such report shall be sent at least
fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

     The annual report shall contain (i) a balance sheet as of the end of the
fiscal year, (ii) an income statement, (iii) a statement of changes in financial
position for the fiscal year, and (iv) any report of independent accountants or,
if there is no such report, the certificate of an authorized officer of the

                                       15
<PAGE>

corporation that the statements were prepared without audit from the books and
records of the corporation.

     The foregoing requirement of an annual report shall be waived so long as
the shares of the corporation are held by fewer than one hundred (100) holders
of record.

     7.6  FINANCIAL STATEMENTS
          --------------------

     If no annual report for the fiscal year has been sent to shareholders, then
the corporation shall, upon the written request of any shareholder made more
than one hundred twenty (120) days after the close of such fiscal year, deliver
or mail to the person making the request, within thirty (30) days thereafter, a
copy of a balance sheet as of the end of such fiscal year and an income
statement and statement of changes in financial position for such fiscal year.

     If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and for a
balance sheet of the corporation as of the end of that period, then the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request.  If the corporation has not sent to the shareholders its annual report
for the last fiscal year, the statements referred to in the first paragraph of
this Section 7.6 shall likewise be delivered or mailed to the shareholder or
shareholders within thirty (30) days after the request.

     The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or by the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

     7.7  REPRESENTATION OF SHARES OF OTHER CORPORATIONS
          ----------------------------------------------

     The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.


                                  ARTICLE VIII

                                GENERAL MATTERS

     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
          -----------------------------------------------------

     For purposes of determining the shareholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days before any such action.  In that case, only
shareholders of record at the close of business

                                       16
<PAGE>

on the date so fixed are entitled to receive the dividend, distribution or
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the Code.

     If the board of directors does not so fix a record date, then the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever, is later.

      8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
           -----------------------------------------

     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

     8.3  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED
          -------------------------------------------------

     The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

     8.4  CERTIFICATES FOR SHARES
          -----------------------

     A certificate or certificates for shares of the corporation shall be issued
to each shareholder when any of such shares are fully paid.  The board of
directors may authorize the issuance of certificates for shares partly paid
provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid.  All
certificates shall be signed in the name of the corporation by the chairman of
the board or the vice chairman of the board or the president or a vice president
and by the chief financial officer or an assistant treasurer or the secretary or
an assistant secretary, certifying the number of shares and the class or series
of shares owned by the shareholder.  Any or all of the signatures on the
certificate may be facsimile.

     In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate ceases to be that officer,
transfer agent or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer,
transfer agent or registrar at the date of issue.

     8.5  LOST CERTIFICATES
          -----------------

     Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time.  The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

                                       17
<PAGE>

     8.6  CONSTRUCTION; DEFINITIONS
          -------------------------

     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE IX
                                   ----------

                                   AMENDMENTS

     9.1  AMENDMENT BY SHAREHOLDERS
          -------------------------

     New bylaws may be adopted or these bylaws may be amended or repealed by the
vote of holders of a majority of the outstanding shares entitled to vote;
provided, however, that if the articles of incorporation of the corporation set
forth the number of authorized directors of the corporation, then the authorized
number of directors may be changed only by an amendment of the articles of
incorporation.

     9.2  AMENDMENT BY DIRECTORS
          ----------------------

     Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended or repealed by the board of directors.

                                       18